The Client software ("Client") and the Conference Manager software ("Client") provided for you to run on a personal computer is presently licensed ("License") to you at no charge. We provide this License on the condition that at our sole discretion we reserve the right to cancel this License and charge for new Licensed Client. You will be provided with notice before we cancel an existing License and you will have the option to choose not to License and thus pay for a new License.
The terms of the License and use of NuPhone is subject to the terms and conditions outlined in this agreement ("Agreement").
Please take the time to read and understand this Agreement in full before you decide whether to register and use the NuPhone suite of services ("Services"). If you do not understand any part of this Agreement then do not accept the terms and conditions and do not register to use the Services.
The Services may only be used by individuals who understand and agree to abide by this Terms and Conditions of use and License Agreement.
By clicking on "Agree", you agree to be bound by all the Terms of Service outlined in the Agreement and warrant that you are thirteen years of age or older. In the event that you are not thirteen years of age or older then your parent or legal guardian must indicate by clicking on "Agree" that they agree to ensure you understand and will abide by the Terms and Conditions of use and License Agreement.
If you cannot or do not agree to any of the terms outlined in the Agreement then, if you have installed the NuPhone Client, you must uninstall it.
1. Limited License
1.1 Upon accepting the terms of this Agreement NuPhone ("NuPhone") grants you a limited, non-exclusive License to use the Client to access the Services for your own individual use.
1.2 This License is granted to you personally and you shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement.
1.3 No License is granted to you in this Agreement, either expressly or implicitly, to use any trademark, service mark, names, or logos of NuPhone.
1.4 NuPhone owns all intellectual property developed by NuPhone in the Client, Services and related proprietary databases, including but not limited to components, algorithms and access to the Services.
1.5 NuPhone has incorporated intellectual property owned by others ("Third Parties") into the Client. Upon accepting the terms of this Agreement your agree to be bound by the terms and condition of Third Parties whose Terms and Conditions may be accessed by clicking here.
1.6 NuPhone and the NuPhone Reseller from whose web site you downloaded the Client if other than NuPhone.net mutually own all customer data collected through the registration process. NuPhone abides by its Privacy Statement in relation to this data. We advise that you read the NuPhone Privacy Statement AND the privacy statement of any NuPhone Reseller.
2. Restrictions on Use
2.1 You may show others how to download the Client. You may not redistribute the Client or provide others with access to the Services (including, without limitation, providing third parties with access to the proprietary NuPhone databases).
2.2 Without the prior express written authorization of NuPhone you may not create or use any software other than the Client provided by NuPhone to access the Services.
2.3 You may not modify, reverse engineer, de-compile or disassemble the Client or in any way ascertain, decipher, or obtain the communications protocol or other information for accessing the Services.
2.4 You may not adapt, alter, modify, translate, or create derivative works of the Client (including without limitation the communications protocols for the Services) without the express written permission of NuPhone.
2.5 You may not block, disable or otherwise affect any advertising, advertisement banner window, links to other sites and services, or other features that constitute an integral part of the Client and Services.
2.6 You may not register with and log on and off the NuPhone system, make calls, enter public rooms, locate users, locate rooms or send messages through the NuPhone Services except through the use of the Client and Services as provided for by this Agreement.
2.7 You may not collect or solicit names, display names, email addresses, passwords or any other personal information from the Services.
2.8 You may not authorize or assist any third party to breach any of the terms in this Agreement.
3. Acceptable Use
3.1 You represent and warrant that you will use the Client and the Services only for lawful purposes and in accordance with this Agreement, and that you will not use the Client or the Services to violate any law, regulation or ordinance or any right of NuPhone or any third party, including but not limited to, any right of privacy, publicity, copyright or trademark.
3.2 You take full responsibility for your conduct whilst using the Client and Services and agree to use common sense and abide by basic etiquette when using the Services. You acknowledge that NuPhone, its officers, directors, employees and agents are not responsible for any content distributed by you through the Client or Services. NuPhone disclaims any responsibility or liability arising from your use of the Client or Services.
3.3 You agree to respect the intellectual property of others and agree not to infringe the patent, trademark, trade secret, copyright or other intellectual property rights of others.
3.4 You agree not to harass, threaten, abuse, defame, embarrass or cause distress or discomfort upon another user through the use of the Client or Services.
3.5 You agree not to make any communications using the Client and Services that are offensive, racial, discriminating, unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
3.6 You agree not to use the Client and Services to provide information or instructions concerning illegal activities.
3.7 You agree not to disrupt the normal flow of information on or through the Client or Services or otherwise act in a manner that negatively affects the Services or other users.
3.8 You agree not to use the Client or Services to distribute any unsolicited advertising, promotional materials, or any other forms of solicitation, without the prior written consent of NuPhone.
3.9 You agree not to intentionally or unintentionally violate any applicable local, state or national or international law.
3.10 You agree not to impersonate any other person.
3.11 You agree that NuPhone is not required to monitor, control, archive or endorse the content distributed by users, including but not limited to voice communications and text messages.
4 Charging Policy
4.1 We reserve the right to charge for services in the future that are currently provided without charge. Introduction of charges will not occur retrospectively and will only occur after we have provided you as a registered user with prior notice of the new charges and after you, the registered user, indicate your acceptance of any charges before using a chargeable service.
4.2 We reserve the right to alter the charges for services. This will not occur retrospectively and will only occur after we have provided you as a registered user with prior notice of the new charges and after you, the registered user, indicate your acceptance of any charges before using a chargeable service.
4.3 You acknowledge chargeable events such as calls are calculated using "call start" and "call details" and "call finish" messages sent to the centralized NuPhone Exchange via Internet protocol and or the public switched telephone network. The timing of these messages may have a deviation in timing of plus or minus seven and a half seconds.
4.4 You acknowledge that if you initiate a call to one other party, you will be liable for the call charges for the duration of the call at the Call rates published in the Rates page on the NuPhone web site NuPhone.net.
4.5 You acknowledge that if you are in a two party call and you call and thus join another party into the call, you will be liable for the call charges for all three parties for the duration of their respective participation in the call at the Call Rates published on the NuPhone web site NuPhone.net.
4.6 You acknowledge that you will be liable for the call charges for any parties for which you accept call charges upon their request to join an existing call for the duration of each parties participation in the call at the Call Rates published on the NuPhone web site NuPhone.net.
4.7 Where a call with three of more parties has been established , the call will continue to be charged at effective Call Rates even where a party or parties leave and only two parties remain.
4.8 If you accept calls from NuPhone users from other regions you may be asked to accept the call charges for those participants on the Exchange in your region. You will be given the option to accept or reject liability for such charges and as such accept or reject the call. You acknowledge that you will be liable for the call charges for any parties for which you accept call charges for the duration of each parties participation in the call at the Call Rates published on the NuPhone web site NuPhone.net.
4.9 You acknowledge that if you are in a call with one or more other parties, you may call other parties on Exchanges in other regions, but that it is not possible to call parties on other Exchanges if they are already in a call.
4.10 Where you are liable for parties within a call and you leave the call, you will be presented with the option to: (a) continue your liability for call charges, or (b) terminate the call.
4.11 Where a conference (three or more participants) is merged with another conference, a premium of one extra participant is payable. For example, if you "A1", are in a call with A2 and A3, where A1 has called A2 and A3 and as such A1 is liable for A2, A3 and A1's call charges; and B1, B2 and B3 are in another call, where B1 is liable for B2, B3 and B1's call charges; and A1 then calls B1, the two calls will be conferenced together. In this case A1 assumes liability for A1, A2, A3 and B1. Furthermore B1 is still liable for B1, B2 and B3.
4.12 When you are using a NuPhone to enter a conference/room, you will be advised before entering if charges apply to you for entering and remaining in that conference/room and you are given the option to accept liability where applicable or to cancel and not enter the conference/room and thus incur no charge.
4.13 NuPhone reserves the right to nominate third parties to bill for and collect payment for the Services.
4.14 For pre-paid and post-paid billing accounts refer to the terms and conditions of NuPhone Connect Plans
5. Termination
5.1 Should you breach any of the terms of this Agreement, your right to use the Services and the Client may be terminated immediately and without notice.
5.2 NuPhone may at any time cease to provide the Client and Services or any part thereof, without prior notice.
5.3 You may terminate this Agreement by simply discontinuing use of the Services and the Client. You must pay to NuPhone any amounts owed to it within the time period agreed prior to termination.
5.4 In the event of any termination of this Agreement, the restrictions on your use of the Client and Services as set out in Paragraph 2 ("Restrictions on Use") shall survive such termination, and you agree to be bound by those terms.
6. Support
6.1 You acknowledge that assistance in using the Client and Services is limited to the information posted on the NuPhone web site and other support services, if any, provided by NuPhone and or Reseller as published on Support pages of the respective websites.
7. Privacy and Security
7.1 You acknowledge that as an application using the Internet, the Client is subject to various security and privacy issues and that by using the Client and Services you are subject to various risks, including but not limited to:
i Exposure to objectionable material and/or parties, including without limitation, contaminated files.
ii Unauthorised invasion of your privacy during, or as a result of, your use or another user's use of the system.
iii Spoofing, eavesdropping, sniffing, spamming, breaking passwords, harassment, fraud, forgery, "imposturing", electronic trespassing, tampering, hacking, nuking, system contamination including without limitation use of viruses worms and trojans causing unauthorized, damaging or harmful access and/or retrieval of information and data on your computer and other forms of activity that may be considered unlawful.
iv Unauthorised exposure of information and material you listed or sent, on or through the Client or Services, to other users, the general public or any other specific entities for which the information and material was not intended by you.
7.2 Notwithstanding the risks in paragraph 7.1 above, NuPhone will abide by its Privacy Statement and undertake its best endeavours to reduce the above risks and prevent them occurring. Due to the nature of the Internet, NuPhone does not provide any guarantees that the above and or like risks will not occur and NuPhone does not accept liability where they do occur.
7.3 If you do not wish to be subjected to these risks, you are advised not to use the Client and Services.
7.4 You are advised that the Client and Services should not be used for purposes you consider Private and Confidential, that you do not wish to be publicly accessible.
7.5 You agree that NuPhone is not required to monitor, control, archive or endorse the content distributed by users, including but not limited to voice communications and text messages.
7.6 NuPhone reserves the right at all times to disclose necessary information concerning your use of the Client or Service, without prior notification, to satisfy any applicable law, regulation, legal process or governmental request.
7.7 You acknowledge that your online status depicted by an Online Status Indicator, your NuPhone Display Name, first and last names are available to and may be seen and used by all other users of the Services.
8. Changes to Services
8.1 NuPhone reserves the right to amend this Agreement by providing you 14 days advance notice of this intention by electronic mail sent to the email address you have provided. If you do not wish to be governed by the amended Agreement you may terminate your use of the Service by complying with the appropriate clause(s) and paying any amounts due.
8.2 NuPhone reserves the right to introduce charges for the use of Services previously provided free of charge. Where NuPhone intends to introduce charges for the use of Services previously provided free of charge, it will provide you 14 days advance notice of this intention by electronic mail sent to the email address you have provided. If you do not wish to be governed by the amended Agreement you may terminate your use of the Service by complying with the appropriate clause(s) and paying any amounts due.
8.3 NuPhone may at its sole discretion at any time, modify or discontinue the provision of the Client and/or Services without prior notification to you.
8.3 NuPhone may at its sole discretion at any time terminate or suspend your use of the Client and/or Services without prior notification to you.
9 Disclaimer
9.1 Unless legally incapable of exclusion, the Client and Services are provided "as is" without warranties of any kind, either express or implied, including but not limited to warranties that the Client and Services are:
i Free of defects or errors
ii Virus free
iii Able to meet any requirements of you or anyone else
iv Able to operate on an uninterrupted basis
v Merchantable
vi Fit for a particular purpose
vii Non-infringing.
9.2 You acknowledge that NuPhone has no control over the content to which you may be exposed whilst using the Client and Services and you assume full responsibility for the risks of using the Services.
10 Status Indicator
10.1 Where NuPhone provides an Online Status Indicator depicting the online status of users of the Services, it is Licensed to you "as is" for your private personal use only. Any attempt to use the Indicator for commercial purposes, promotion of products and services, or purposes other than intended within NuPhone, directly or indirectly, by you or by a third party is prohibited.
10.2 You shall use the Online Status Indicator only for lawful purposes and you shall not use the Indicator to indicate the status of any third party to others without first obtaining the third party's approval.
10.3 You acknowledge that for purposes of interoperation with third party systems, services and user interfaces such as instant messaging systems, your on-line status may be provided for use in third party systems and services and by their users. Conversely, the status of users of third party systems and services may be provided for display to you.
11 Limitation of Liability
11.1 If the Client is found to be defective NuPhone will rectify the defect at its sole discretion. NuPhone's liability is limited to this only.
11.2 Neither NuPhone, its officers, directors, employees, agents or distributors shall be liable for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to lost profits and lost data, in any way arising out of or relating to the use of the Client and Services. Where the exclusion or limitation of liability for consequential or incidental damages is not permitted by law, NuPhone's liability shall be limited to the extent permitted by law.
12 Injunctive Relief
12.1 Disclosure or misuse of any of NuPhone's proprietary and confidential information contained in or relating to the Client and Services will give rise to irreparable injury to NuPhone that would be inadequately compensated for in damages alone. Accordingly, NuPhone may seek and obtain injunctive relief against the breach or threatened breach of the aforementioned undertakings, in addition to any other legal remedies that may be available.
13 Construction
13.1 If any part of this Agreement is held to be invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions remain in full force and effect. This Agreement is governed by the laws of the State of Nevada, United States and you expressly agree that jurisdiction for any claim or dispute arising from the use of the Client and Services resides in the Federal and State courts of the State of Nevada, United States.
13.2 Reference to:
(a) one gender includes the other genders;
(b) the singular includes the plural and vice versa;
(c) a Party includes the Party's executors, administrators, successors and permitted assigns; and
(d) a statute, regulation or provision of a stature or regulation ("Statutory Provision") includes:
(1) that Statutory Provision as amended or re-enacted from time to time; and
(2) a statute, regulation or provision enacted in replacement of that Statutory Provision.
13.3 Headings are for convenience only and do not affect the interpretation, or form part of this Agreement.
13.4 "Including" and similar expressions are not words of limitation.
13.5 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
13.6 References to Dates and Times are made in respect of US Pacific Standard Time.
13.7 The terms of this Agreement may not be amended or modified by you. NuPhone reserves the right to transfer, assign, sublicense or pledge in any manner whatsoever any of its rights or obligations under this Agreement to a subsidiary, affiliate, successor thereof or any third party whatsoever, without notifying you or receiving your consent.
14 Notices
14.1 Any notice given by NuPhone in connection with this Agreement shall be in writing and shall be delivered by email to the email address provided by the user at the time of registration or as appropriately modified by the user subsequent to registration.
NuPhone
www.nuphone.net
